Group Eleven Closes Final Tranche of Non-Brokered Private Placement
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Group Eleven Closes Final Tranche of Non-Brokered Private Placement
Vancouver, Canada, January 11, 2021 – Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF; FRA: 3GE)
(“Group Eleven” or the “Company”) is pleased to announce the closing of the second and final tranche of a
non-brokered private placement (the "Offering") through the issuance of 11,492,384 shares at a subscription
price of $0.065 per share for aggregate gross proceeds to the Company of $747,005. All currency is
denominated in Canadian dollars.
Proceeds from the Offering will be used to fund further mineral exploration on the Company’s projects in
Ireland, including drilling at the Company’s Carrickittle zinc -lead prospect, as well as, general and
administrative purposes. The Offering is subject to regulatory approval and all securities to be issued
pursuant to the financing are subject to a hold period under applicable Canadian securities legislation that
expires four months and one day after the closing date of the Offering.
The Company issued 323,686 non-transferable finder's warrants (the "Finder's Warrants") related to a
portion of the private placement to parties at arm's length to the Company. Each Finder's Warrant entitles
a finder to purchase one common share at a price of $0.065 per share for two years from the date of issue.
Pursuant to its existing rights to maintain a pro rata position in the Company, Glencore Canada Corporation
(“Glencore”) subscribed for 6,097,615 shares of the Offering, for gross proceeds of $396,345. Immediately
prior to completion of the Offering, including Tranche 1 as announced on December 30, 2020, Glencore had
ownership and control of 30,225,900 common shares and 15,112,950 warrants to purchase common shares,
representing beneficial ownership and control of 26.42% of the outstanding common shares on a non-diluted
basis, or 35.01% on a partially diluted basis. Upon completion of the Offering, Glencore’s ownership and
control in the Company increased to 36,323,515 common shares and 15,112,950 common share purchase
warrants, representing beneficial ownership of and control of 26.42% of the outstanding common shares (on
a non-diluted basis), and 33.71% on a partially diluted basis following completion of the Offering.
Glencore is a “related party” of the Company within the meaning of that term defined in Multilateral
Instrument 61-101 - Protection of Minority Shareholders in Special Transactions (“MI 61-101”) as it currently
owns more than 10% of the outstanding common shares on both a non-diluted and partially diluted basis,
and the Offering is a “related party transaction” within the meaning of MI 61-101. The Company is relying on
the exemptions from the formal valuation requirement set out in section 5.5(c) and the minority approval
requirement set out in section 5.7(1)(b) of MI 61- 101 on the basis the Offering is a distribution of the
Company’s securities for cash consideration, and neither the Company, nor to the knowledge of the Company
after reasonable inquiry, Glencore, had knowledge of any material information concerning the Company or
the securities of the Company that was not generally disclosed at the time at which the Offering was agreed
between the parties, and neither the fair market value of the securities to be distributed to Glencore nor the
consideration received by the Company for those securities from Glencore exceeds $2,500,000. The Company
expects it will file a material change report less than 21 days before the expected closing date of the Offering.
The Company believes this shorter period is reasonable and necessary in the circumstances to take advantage
of available financing opportunities and address an immediate need for financing.
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The ownership percentages of common shares described above are based on the Company having
114,392,837 shares outstanding prior to completion of the Offering and 137,469,837 shares outstanding
thereafter.
Certain information in this news release is provided by Glencore in satisfaction of the early warning
requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids. Glencore has advised the
Company it is acquiring the units for investment purposes and that it will continue to monitor the business,
prospects, financial condition and potential capital requirements of the Company. Depending on its
evaluation of these and other factors, Glencore has advised it may from time to time in the future increase
or decrease its direct or indirect ownership, control or direction over securities of the Company through
market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future
develop plans or intentions relating to any of the other actions listed in (a) through (k) of National Instrument
62-103F1- Required Disclosure Under the Early Warning Requirements.
Glencore’s address is 100 King Street West, Suite 6900, P.O. Box 403, Toronto, Ontario, Canada, M5X 1E3. An
early warning report in respect of entering into the Subscription Agreement will be filed under the Company’s
profile on SEDAR at www.sedar.com, and may also be obtained from Glencore by contacting Alexis Segal at
+1 514 239-2520.
About Group Eleven Resources
Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF and FRA: 3GE) is a mineral exploration company
focused on advanced stage zinc exploration in the Republic of Ireland.
Additional information about the Company is available at www.groupelevenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
“Bart Jaworski”
Bart Jaworski, P.Geo.
Chief Executive Officer
For more information, please contact:
Shaun Heinrichs
Chief Financial Officer
E: [email protected] | T: +1 604 630 8839
Cautionary Note Regarding Forward-Looking Information
This press release contains forward -looking statements within the meaning of applicable securities
legislation. Such statements include, without limitation, statements regarding the expected use of
proceeds, future results of operations, performance and achievements of the Company, including the
timing, content, cost and results of proposed work programs, the discovery and delineation of mineral
deposits/resources/ reserves and geological interpretation s. Although the Company believes that such
statements are reasonable, it can give no assurance that such expectations will prove to be correct.
Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend,
estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events.
The Company cautions investors that any forward-looking statements by the Company are not guarantees
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of future results or performance, and that actual res ults may differ materially from those in forward
looking statements as a result of various factors, including, but not limited to, variations in the nature,
quality and quantity of any mineral deposits that may be located. All of the Company's public discl osure
filings may be accessed via www.sedar.com and readers are urged to review these materials, including
the technical reports filed with respect to the Company's mineral properties.